I don’t want to just wring my hands and write how bad it is (although I can’t resist some of that, but I’m putting it at the end, below) … I have compiled some lists of what, concretely, you can do about it.

Talk about it. Blog about it, Tweet about it, or reach out to your team about it. Acknowledge that this is unacceptable behavior and communicate to your team that this isn’t how you do business. Don’t think this isn’t my fund, this isn’t my co-investor, this isn’t my problem. It’s a problem for all of us.

Don’t be creepy. Just don’t. Don’t put yourself in a position where actions or words could be misinterpreted. If you think “could this be crossing the line?” go out of your way to make sure you’re on the right side of the line and then take 5 steps back.

STSD. Shut that sh*t down. If you are a male leader or any male within your organization and hear or see inappropriate things coming from your colleagues, shut it down. Right then and there. You can choose to do it in front of everyone or pull that person aside, but do it in real time. Make sure to follow up with the female who received the inappropriate comment to let her know that behavior will not be tolerated, you’ve confronted the individual, and you’d like to know if anything else comes up.

Diversify. Look at your team, maybe you have all male leaders/partners/executives but where are the women? If they are already on your team, include them in important meetings and decision making. Studies show diverse teams outperform homogeneous ones so it’s mutually beneficial to bring more women to the table.

Educate yourself. Don’t use the few women on your team as the go-to “token females” to answer all your questions about gender diversity. Seek out feedback from friends, family, and colleagues. Reach out to friends at companies that tackle diversity and inclusion exceptionally well.

VCs should understand that they have the same moral position to the entrepreneurs they interact with that a manager has to an employee, or a college professor to a student. If you are interested in pursuing a business relationship of some kind, you forfeit the prospect of pursuing a romantic or sexual relationship.

If anyone sees a venture capitalist behaving differently from this standard, they should disclose this information to their colleagues as appropriate – just as one would if one saw a manager interacting inappropriately with an employee, or a college professor with a student.

Any VC who agrees that this is a serious issue that deserves zero tolerance – and I certainly hope most do think this way – should stop doing business with VCs who engage in this behavior. LPs should stop investing. Entrepreneurs of all genders should stop considering those VCs.

“I’ll get it”. It’s all too common for the woman in the room to be asked to get coffee or water or pick up lunch. It’s usually done casually, even unintentionally, but all too often. Here’s a thank you to the guys who interrupt the ask to the only woman in the woman and say “I’ll get it.”

“Actually, you’re the pretty face.” True story. I was once leaving the office to give a talk, accompanied by a male co-worker. As we were getting ready to go, he made a joke about how I was the “pretty face.” A coworker told him, “Actually, you’re the one we’re sending to be the pretty face. She’s giving the talk.” Whenever you can turn a sexist joke back on the joketeller, women everywhere will thank you.

“Come grab a drink with us!” It’s easy for the only woman in a group to feel unsure if she’s welcome at the happy hour, the casual beers in the office or similar situations. These casual environments are important for anyone’s career. You gain mentorship, bond with your coworkers and get the insider knowledge to advance in the company. Don’t assume she feels welcome, welcome her.

“What do you think we should do?” Women are more hesitant to speak up in meetings than men. This is a generalization and not a rule (just ask my coworkers, I’m sure they’ll assure you I have no issue speaking up), but if you find yourself in a meeting with only one woman in the room, it can’t hurt to make sure she feels comfortable speaking up. It’s so easy to do and, hey, maybe she’ll have the best idea in the room.

“It’s so easy a dad could use it” The examples we use in everyday language and business are surprisingly powerful. If you talk about it being so easy a “mom could use it” I encourage you to push your creativity a step forward to think beyond the simplest of stereotypes.

OMG it’s 2017!

Jeez! This sh*t was obsolete years ago. I grew up in the 50s and 60s and even then, already, my mom taught me better than this. And, God knows, there was a whole lot of bias back then. (Mad Men was realistic for my generation. But it’s been 50 some years since Betty Friedan first published The Feminine Mystique. And 35 years since my sister encountered sexism in her career in Silicon Valley high tech. And 20 since one of my daughters first encountered it.

For those of us old white guys, it’s way too easy to forget, or ignore, that this is going on. I was shocked when my sister encountered it in a 1980s tech company that eventually went public. Shocked and saddened, when I discovered, via my daughters (I have four daughters, all in tech) first encountered it was they merged into the work world beginning in the late 1990s. Dismayed when my youngest got it in a San Francisco SOMA startup in 2012.

For the record, I haven’t been ignoring it. I’ve been fighting it. It’s been a thing in this blog for 10 years. I may be older white male, but I do know right from wrong.

Normal people care about meaning

This matches my belief that making meaning or changing the world or having a reason why matters to people. And it matters to startups. And investors too. I can’t offer any sort of rigorous data to prove it. But my experience tells me that normal humans care about right and wrong, not doing harm, and spending their time on something that makes the world around them better. Do you agree?

“Workers with a Purpose-Orientation are the most valuable and highest potential segment of the workforce regardless of industry or role. On every measure, Purpose-Oriented Workers have better outcomes than their peers.”That means:

20% longer expected tenure

50% more likely to be in leadership positions

47% more likely to be promoters of their employers

64% higher levels of fulfillment in their work

That strikes me as completely credible. And it matches my experience. I posted along those lines on this blog with Build a Mission, among others.

Startups Make Meaning

I’ve seen this factor come up often in startup pitches to angel investors. Investors naturally give more weight to a proposed startup that does something the world needs doing. Founders are more credible, and more likable, when they grow the business from roots in entrepreneurship and meaning.

I see this same idea recurring in a lot of different places. One that comes to mind immediately is Guy Kawasaki’s use of “Make Meaning” as a driver of business ideas in his book The Art of The Start.

I also like to remind entrepreneurs – just as this image does – that success is not simply a matter of doing what you love and following your passion. It is also doing what other people need, want, and will pay for.

Are trends favoring social businesses over classic “greed is good” businesses? Is all business social business? Or, every day, more business is social? I think so. I hope so.

I first heard the term “social venture” in the late 1990s. Back then, social ventures were the odd exception to the norm, making money while making things better for their employees, their community and rest of the world. They sold devices to sanitize drinking water in the developing world for small profits. They sold technology to develop clean energy. They sold goods that protected the health of the less privileged in the developing world.

All businesses are social. All companies have people as customers, employees and suppliers. At some point in deciding which supplier to use, in engaging your workforce, and in getting your product into users’ hands, relationships with people matter. Improving their experiences always improves the outcome for your company.

It’s not just random change. It’s progress.

It’s not that people running businesses are more ethical or moral than they used to be. It’s because of changes in rewards and penalties for good or bad behavior. Social and technological changes are real factors.
The big change started with the Internet in the 1990s. Websites gave businesses a new and different way to reach the world. Before the World Wide Web, businesses had essentially only two ways to reach out to get people to know, like and trust them. They could pay for advertising. Or they could go through the media with public relations, events, articles, speaking opportunities and the like.

The second option depended on getting through gatekeepers: editors, event managers, producers and so forth. By the middle-to-late 1990s, businesses could generate their own website and online options to attract people and help them get to know, like and trust them.

Then came blogging. Millions of people started their own blogs. Experts established their expertise by writing and publishing blog posts and articles. The gatekeepers ceded power to the general public, the readers, search engines and the quality of content. Authors, consultants and assorted business experts established themselves independently of gatekeepers.

The finishing touch was social media. Facebook, Twitter, LinkedIn and other social sites offered publishing for the masses, billions of opinions expressed as likes, follows and comments.

The result of these trends is what we call transparency.

In his book “The Age of the Customer,” small business advocate Jim Blasingame suggests that we’ve passed a tipping point. “You don’t control your brand,” he says, “your customers do.” And that is a shift in centuries of business reality, he adds.

And it’s because of the accumulated power of the customer as publisher in millions of tweets and updates.

Transparency means bad business behavior is more likely to result in damage to the brand. Big corporations still want to spin information toward their favor, but it’s more difficult to do.

United Airlines took a huge hit in brand image when a customer posted a video on YouTube complaining about treatment of a guitar. Clothing brand Kenneth Cole took a huge hit when its founder tweeted that riots in Cairo were caused by his firm’s new spring fashion line. When Volkswagen cheated on emissions tests, the world knew. When General Motors misplayed product recalls, the world knew.

Transparency also means that good business behavior matters more, too.

Markets care about business stories. A new local business is more effectively able to compete against big national brands because buyers know the local firm’s story and care about it. Clean energy businesses are finding buyers willing to pay more for renewable energy than fossil fuel energy. People pay more for healthy food than mass-produced food. People care about genetically modified foods, and local foods. Some customers prefer local coffee shops to Starbucks. Chain restaurants are less attractive to some than local restaurants.

As we look at business today and trends, shouldn’t all businesses be conscious of their impact on employees, customers, the environment, the economy and the world?

Isn’t it a sign of progress that when so many businesses have a social conscience that we drop the distinction between social business and just plain business? Shouldn’t good behavior be a business advantage?

I’m happy to report that I think it’s happening. Slowly and in stops and starts, progress is being made. All business should be social business.

Diversity is good for business. Equal opportunity is not only morally and ethically right, it’s also a better way to run a business. Here are some reasons why, and points to consider.

What’s intuitively obvious

It’s pretty much accepted wisdom that when people come together in a common business, it’s better for them to have different skills and experience that the same thing. You want somebody good at sales, somebody good at marketing, somebody who likes managing the money, somebody who can produce whatever it is you sell, right? That’s aside from gender, ethnic, religious, age diversity. The idea is commonly accepted.

Go from there to the obvious parallel with diversity of vision, background, outlook, and experience within a single business culture. Think for just a moment about the larger vision involved in branding and marketing, expansion, and growth. Which is more likely to produce new ideas, early alerts of changes, awareness of new markets and new products: the birds of a feather who flocked together, or a group that includes different people with different backgrounds and ideas?

A collection of studies

Diverse companies outperform non-diverse companies by 35%, according to a McKinsey study cited in that post.

Sociologist Cedric Herring found that companies with the highest levels of racial diversity had, on average, 15 times more sales revenue than those with the lowest levels of racial diversity. Herring found that for every percentage increase in the rate of racial or gender diversity, there was an increase in sales revenues of approximately 9 and 3 percent, respectively.

A study at the Kellogg School of Management6 found that diverse teams outperform homogeneous ones because the presence of group members unlike yourself causes you to think differently.

In a Catalyst report called The Bottom Line: Corporate Performance and Women’s Representation on Boards7, researchers found that Fortune 500 companies with the highest representation of women board directors performed better financially than those with the lowest representation of women on their board of directors.

Diversity is good for business

The bottom line, for me, is the bottom line: diversity is not just the future, not just the way the western world is going, not just a natural result of trends and technology, and not just morally and ethically right. It’s also good business.

My Friday video for this week is on entrepreneurship and leadership from the Stanford Ecorner. If you haven’t been there for a while, check it out. There is a new interface, and it’s a great collection of speakers on entrepreneurship, startups, business, and investment.

Here’s the intro from the site:

Silicon Valley veteran Mike Maples Jr. shares heartfelt advice urging aspiring entrepreneurs to “only do things that you think have a chance to be legendary.” By committing to always doing exceptional work and being around inspiring people, Maples says you will reap the cumulative benefits of a lifetime of excellence, and be able to enjoy it again whenever you look back.

Setting the Scene

Shane was referring there to a post on startup equity I did a while back, highlighting the problems that happen all too often as founders fail to define their own functions and ownership, in writing, in time. The situation I described was a hypothetical. Here’s a quick summary of that post for you:

Parker comes up with a great idea for an iPhone application, and works on it for three months in spare time. … develops sketches and designs…

About three months into it, Parker has spent maybe 10 to 20 hours on it so far. [enter Leslie, programmer] … Leslie is excited, which rekindles Parker’s excitement. They agree to be partners in a new business based on this initial iPhone application.

Four months go by. Leslie … gets into the code … discovers Parker’s initial idea isn’t quite possible … revises the idea radically, makes it practical and develops a prototype. Parker meets with him three times, they talk, she accepts his changes begrudgingly. At this point Parker’s total hours have gone from 15 to 25, but Leslie has worked a lot, probably 120 hours, on the programming. … [they] … take the prototype to Terry, who has been through a failed startup, has a business education and is looking for a startup to do again … Terry does a business plan and networks with local business development groups to find angel investors. They win an opportunity to present to an angel investment group. Another three months have gone by. Parker has now put in more like 40 hours, Leslie 250 hours, and Terry 120 hours. Leslie wants to quit a current job and work full-time on the new thing but needs to get paid. Parker doesn’t want to quit a current job but wants to stay involved; she’s not quite sure how. Terry wants to lead the new company as soon as he can get financing.

I asked three questions at the end of the post. I asked, but didn’t answer them:

How would you suggest that Parker, Leslie and Terry divide up the 100 percent ownership of the company now, before they go to the angel investors. Who owns how much?What do you think of the management team here?

Leslie and Terry both want to work full-time on the business when there’s money to pay them. What titles should they take? How much salary?

How much of the company should these three offer to the seed investor for $250,000?

Pre-money Valuation

It was relatively easy to answer the third for Shane. I put it into a tweet:

@diffily so pre-money is just math. $500K = 50% left for founders, $1M leaves 75%. On that one, Founders get what they can negotiate.

“Pre-money” means the valuation for the transaction with the initial seed round investors. To clarify, “post-money” would be the valuation after new investment funds are received. So if “pre-money” was $750K, then the angel investors’ $250K would buy 33.3% of the shares and the founders would end up with 66.7% of a business values post-money at $1 million.

I can’t get more specific than that without filling in some value judgments about the relative value of the application, the presumed product-market fit, and the credibility of the team. If all three factors are positive, then I’d suggest starting the negotiation with a valuation of $1 million. That would give the angels 25% ownership and the founders 75%. That leaves enough equity for future rounds. Otherwise, if the deal isn’t that stellar, then the three founders would have to go down to $750K or even $500K, hoping to get some angel investment to develop traction and increase the valuation later.

For the sake of explaining dilution, I’m going to go with the $750K valuation for the discussion on dilution below.

Startup Equity

Shane then asked the much harder question:

@Timberry Thx so much. A lot ask – but what rough breakdown for Parker, Leslie & Terry wud you say is equitable? No worries if u’d rather not!

Keep in mind that I just made these people up and imagined an unspecified iPhone app without describing what it does for whom. In the real world it would take a lot more of understanding who these three people are and how credible their real skills. Here’s what I think:

First, Parker can’t have much equity because she hasn’t done that much. Her initial idea didn’t work. She has put in only 40 of the 410 hours (less than 10%) and her hours weren’t all that useful. Still, she was the originator, she came up with the market need, and she set the wheels in motion. So she should stay involved as long as she wants. However – also very important – Parker doesn’t even want a full-time job. I’d ask her to take 10% of the pre-investment 100% shared by the founders. And I’d give her a seat on the three-person early board of directors, with the assumption that she’s going to go off to make room for investors.

With Terry and Leslie, I’d put Terry in charge and at the top of the business, with a title like CEO or President or some such; and Leslie should be the technology/product development lead, reporting to Terry. I’d want both of them to take minimum possible full-time salaries as soon as possible, Terry’s a bit more than Leslie’s. Their salaries should be a compromise, enough to support them and their families, but less than market value because they have to keep the burn rate low. And I’d want to get their salaries up to their market value as soon as possible. In a real company, if it’s going to make it, the people it depends on get paid.

I’d want Leslie to take 50% of the founders’ 100%, and Terry 40%, bringing the total, including Parker’s 10%, to 100%.

Why? Obviously I’m making some assumptions on the unknowns. I assume that Terry has a credible background in startups and holds up as lead founder. I assume Leslie has a credible background in tech and can run the technology, even as the business grows. I assume Parker has knowledge and experience beyond just the idea, and can contribute to the business even if not an employee. I assume all three are there for the long term.

I confess to some bias here too. I don’t believe the original idea has much value without ongoing contribution. I do believe in product-driven businesses, and technology-driven businesses, which is why I end up giving Leslie more equity than Terry. And I assume Terry’s MBA is a healthy number of years in the past, which means (to me) that it has been tempered in the field and has more value.

Valuation and Dilution

After angel investors put in $250K, they own one third of the shares. Usually the legal work is done with preferred shares and more subtlety, but, for purpose of illustration, let’s assume this is all done with common shares and the total founders’ shares, before the angel investment are 1,000. That’s a small number because startup attorneys usually write up the original corporate documents with more shares, such as 10 million instead of the 1,000 I’m showing. I’m using these simple numbers because it shows how the founders are diluted when the angel investors join the ownership. Each of the founders retains the founder shares he or she has, but the additional shares mean that they end up owning less of the company than they did before the deal.

I was writing an email to these folks and I just stopped and deleted the draft. Why waste the time raising entrepreneurs I don’t even know.

My complaint? I got to my office this morning after a few weeks elsewhere and found the results of a concentrated campaign for me to write about a certain entrepreneur and his startup. He’s all about how he’s so successful as a college dropout. I have one package containing a coffee mug with chocolate drops, and another with a copy of his book. Both contain a personalized letter from him, with what looks like a signature. Both contain business cards that are ‘sort of’ from him, but not exactly. And the only contact info I get is an impersonal email address info@[company omitted].

So, let’s get this straight: You want me to write about you, but you don’t even give me your email address? Is that just me, or is it insulting?

I connected this to multiple emails from somebody in his company, pitching me talking to him or interviewing him, also without including his email address. I’d say WTF, but I’m more mild mannered than that, so only WTH.

Besides, the college dropout theme ticks me off. The illustration here is taken from the cover of his self-published book. And the email campaign spins off the college dropout thing. I think that’s building your image around what’s essentially bad advice.

One thing is all the reasons like you or the next person or anybody else had to drop out of college — too bad, but common enough, and nothing for me to judge — but quite another is purposely building your entrepreneurship pitch around you having dropped out of college. Yeah, sure, Bill Gates, Steve Jobs, and Mark Zuckerberg, I know. But none of them ever made that his secret sauce; the college dropout thing just happened. Bill Gates regrets dropping out of college. Steve Jobs hung around Reed College for the education, even after he dropped out. And Zuckerberg? OK he had a tiger by the tail, who can blame him? But does he go around bragging about it?

Sadly, formal education becomes a luxury for some. I wish it were available for all. But I’m sure anybody who can get an education is better off with it than without it. And that goes for entrepreneurs too. No, you don’t learn to be an entrepreneur in courses. But what you do learn doesn’t hurt. And there’s a whole life outside of business.

This is Heidi Roizen talking about the old days of Silicon Valley software startup (T/Maker), with a true story about an ethical choice she and her co-founder brother Peter made. It’s less than three minutes and it’s a perfect example of the kind of thing that happens all the time; and the choices you as business owner and/or entrepreneur need to make.

My thanks to Stanford Business School’s Ecorner for making this available.

(If for any reason you don’t see it on this page, here’s the link to the source in YouTube.

How do you feel about projecting excessive profitability in a health care business plan?

Over the weekend I saw the pitch for a brilliant business plan, with great technology, for developing medical electronics that could significantly reduce some kinds of complications in some kinds of surgeries.

“The world needs this,” I thought. “I hope these people succeed. I hope they get the investment they need.”

But then they got to the financial projections.

Their sales forecast soared to tens of millions of dollars, but their technology was so good that it seemed credible. They had PhDs and patents and a strong team. No problem there.

But they also projected 80-85% EBIT (earnings before interest and taxes). And that got my attention. It’s not just my chronic skepticism about absurdly high projected profits in business plans; it’s also about intentions, exploitative pricing, what Wikipedia calls price gouging. And about ethics.

It’s the people who organize the care, who sell the equipment, who sell the drugs; they’re the ones making the money.

Later I asked the inventor about the ethics of pricing. He understood the problem. He gave me a sensitive respectful answer. He said he trusted his more-businesslike co-founders who set the prices. He explained that pricing is set by the whole system, pretty much what Brill’s piece suggests. He didn’t say that profits from this one product would go straight back to research for other products, more inventions, and more improvement in surgical equipment. Insurance companies set the price. His company can beat the existing costs with something much safer. So, if they can execute their plan, they’ll make huge profits.

Medical costs will still go down, if it works, because it reduces complications. Patients will benefit too, with less pain, illness, and death. But according to their own numbers, they could charge a third of their planned price and still make healthy profits.

What do you think?

(Editorial note: I’m not giving specifics on purpose. I don’t want to make this about a specific company. And at this point it’s all hypothetical anyway, just a few numbers in a business plan.)

I received this interesting detailed question from the ask me form on my website. I’ve decided to answer it here. I think my answer might be useful for others with similar questions. I’m putting the question in quotes, paragraph by paragraph, and adding my response directly where it comes in the question.

It starts like this:

A person ‘X’ owns 15% stake in a startup company – not by investing money but purely by virtue of having dedicating hours for building a product for the company. No salary was to be paid as per an initial agreement. The 15% stake was deduced by a simple calculation: (value of company) / (number of hours worked) x (dollars per hour).

Was it clear in the initial agreement that the formula here was to be used in future buy-sell transactions? Was that agreed to by all?

The question continues:

The value of company is therefore, sum of [(number of hours worked) x (dollars per hour)] and [hard cash invested by a person ‘Y’, also taking into consideration year-on-year appreciation of this hard cash]. Lets call that VC.

No, it’s not. The value of the company is what somebody pays for it when they buy it. And if nobody is buying it, then the value of the company is an estimated value. There are lots of formulas for estimating it, and estimates will vary widely. I’ve got more on that below, in my specific recommendations.

However, it could be valued like you propose, for purposes of a buy-back transaction, if there was a buy-sell agreement that set that formula in the beginning. That’s if and only if. Issues like these are the reason experts recommend that partners and cofounders talk about the eventualities and agree, before the business starts, on how they’ll be handled. You have to agree beforehand or you’re stuck with arguing and negotiating the valuation afterwards. And when you try to pull it apart afterwards, without the benefit of an agreed-upono buy-sell formula, then many formulas might apply.

And here’s the heart of the question:

The company is not profitable yet. Person ‘X’ decides to give up his 15% stake of the company. My questions:

– How much is ‘X’ entitled to receive as the value for 15% stake? – Calculating backward, would X receive as much as [(number of hours worked) x (dollars per hour)]? – How does this change if the only buyers of the 15% stake are also two other stake-holders within this company, one of them by virtue of cash invested in the company, and the other by virtue of hours spent working for the company?

Normally, unless otherwise specified, owning 15 percent of a company means you own some shares that amounted to 15 percent of the total shares issued when they were issued. Ownership privileges are defined in company documents. You might have a seat on a board of directors, or not. You might get dividends when that’s relevant. And you’ll be able to sell those shares subject to securities and exchange regulations.

Just hypothetically, as an example, say you agreed two years ago that you got 15% because you had put $15,000 worth of work on it for free and the founders agreed then that it was worth $100,000. If it’s launched and very successful now, with sales of $1 million annually, then it’s worth something like one or two times revenues, less a discount for debts, less a discount for not being liquid. In that case your 15% is worth something like $100,000. On the other hand, if it launched, has no sales, no profits, and has spent all its money, then your 15% is worth about zero. Companies are almost never worth a formula based on hours worked.

So unless you have that buy-sell agreement stipulating the formula you’re using, then it doesn’t apply. Here’s what I recommend.

Agree on an estimated valuation. The formula you’re suggesting seems like it might be one-sided and self-serving. Good luck with it because it’s going to be hard. Expect disagreements. Depending on how much money is at stake and how severe the disagreement, you might need to work with an attorney and a valuation expert you can agree on. Here are some posts on this blog about valuation. This one is particularly relevant: 5 things business owners need to know about valuation. Sales, sales growth, profitability, and scalability and defensibility make it worth more. Debt, and not being liquid shares, low growth, and losses make it worth less.

Take 15% of that valuation and negotiate with your cofounders based on that value. I hope for your sake and the sake of your cofounders that things are going well for this business and they’re happy to buy you out. If they aren’t, then you’ll have to keep discounting until you get to an amount they’ll pay you. Or just keep your 15% of the shares, stop working for the company, and hope that someday they’ll be worth something.

The moral of the story: please, the vast majority of business marriages (partnerships, startups with founders, etc.) end in divorce. Do a business pre-nuptial agreement, which is what they call a buy-sell agreement.